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What is a Company Secretary in a Limited Company? 

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If you are planning to set up a limited company in the UK, you will probably be aware that you need to appoint at least one company director for your organisation but what about appointing a company secretary to help with the administration and compliance of your company.

Although no longer a legal requirement, a Limited company secretary can help to ensure the smooth running of your organisation day to day. Below we will look at the role of a company secretary and the specific duties and responsibilities of the position. 

What are the Responsibilities of a Company Secretary for Limited COMPANIES? 

A limited company secretary does not have a set of legal duties and responsibilities in the UK, and the role can differ from company to company. The position is administrative and will usually require supporting the director in ensuring compliance with statutory requirements, as well as other administrative and supportive tasks. Responsibilities of a UK limited company secretary can include: 

  • Compliance with the Companies Act: Support the director in ensuring the company is adhering to the requirements of the 2006 Companies Act. 
  • Annual Returns and Accounts: Provide administrative support in the recording and submitting of a limited company’s annual accounts and statements to Companies House. 
  • Maintain Statutory Registers: Keep up-to-date statutory records for the company concerning directors, shareholders, and other essential information. 
  • Organise Board Meetings: Support board meetings by organising schedules, creating agendas, distributing supporting materials, and recording the minutes. 
  • Communicate with Shareholders: The role of a company secretary can include managing shareholder communications; this may include administrating share certificates and transfers. 
  • Support Corporate Governance & Compliance: Advise the director and board on best practices to ensure that the organisation remains compliant with legal requirements and regulations. 
  • Administration of Dividends: A limited company secretary may also help to manage the paying and declaring of dividends. 
  • Act as the First Point of Contact: Limited company secretaries can also serve as the first point of contact between the organisation and regulatory bodies such as Companies House and HRMC. 

The specific answer to what are the responsibilities of a company secretary will vary according to the organisation. The role of a company secretary for a smaller company may involve a relatively light workload with monthly or quarterly events. But a limited company secretary for a larger company can have a workload and list of duties that is much more substantial. 

Is it Mandatory to Appoint a Limited Company Secretary in UK?

As of the 2006 Companies Act, it is no longer a legal requirement for private limited companies to appoint a Ltd company secretary. The role of a company secretary UK is an optional appointment for companies formed from April 2008. 

If your private limited company was formed before 2008, then you can remove the position of limited company secretary by amending the Articles of Association. 

Who Can Become a Ltd Company Secretary? 

You do not need any specific experience or qualifications to assume the role of company secretary. However, there are some restrictions in place to govern who can fill the position. People who cannot assume the role of a company secretary include: 

  • Those under the age of 16. 
  • Disqualified directors. 
  • The company auditor. 
  • Undischarged Bankrupt (unless you have court permission to take on the position.)

Can a Company Director Become the Company Secretary? 

A private limited company director can also take on the duties of a Ltd company secretary. This can help to cut costs and streamline both administration and operations. However, if you are the director of a public limited company, you will need a qualified company secretary who can ensure compliance with regulations and governance. 

How Do I Appoint a Limited Company Secretary? 

After learning the answer to “What are the responsibilities of a company secretary?” and deciding if your company would benefit from the role, the process of appointing a limited company secretary are clear and straightforward. Here is a breakdown of the various steps: 

  • Board Resolution: The company board should meet and then pass a resolution for the appointment of the company secretary. 
  • Obtain Consent: Obtain a record of consent from the person agreeing to accept the role of a company secretary. 
  • Update Your Company Records: Make sure to update the limited company statutory register so that it now includes the details of the person taking up the position of a company secretary UK. 
  • Update Companies House – Notify Companies House of the appointment of your new limited company secretary. You can do this by submitting Form AP03 or using the online WebFiling service if your company has already been formed. 
  • Record and Confirm Secretary Details: Make sure that your secretary’s details are recorded correctly. These should include their full name, address, and the date they were appointed. 

After these steps have been completed, your appointed person can begin to assume the responsibilities of a company secretary. 

Conclusion: What are the Responsibilities of a Company Secretary for UK Ltd? 

Although the role of a company secretary is not a legal requirement for private limited companies in the UK, a limited company secretary can help directors ensure they are adhering to regulations and help with the administrative and compliance workload. There are no entry requirements for someone who is looking to assume the position, but those with strong administrative skills and business experience will be a better fit for the role. 

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